Pentair and Tyco International's Flow Business Combine to Create Pentair Ltd.

Fri Sep 28, 2012 9:49am EDT

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Pentair and Tyco International's Flow Business Combine to Create Pentair Ltd.

Combination Creates a Global Leader in Water and Fluid Solutions, Equipment Protection and Thermal Management

PR Newswire

SCHAFFHAUSEN, Switzerland, Sept. 28, 2012 /PRNewswire/ -- Pentair Ltd. (NYSE: PNR) today announced the completion of the merger of Pentair, Inc. and the Flow Control business of Tyco International Ltd. (NYSE: TYC). Pentair, Inc. and Flow Control have combined to create Pentair Ltd., an industrial growth company that is a global leader in water and fluid solutions, valves and controls, equipment protection and thermal management products. Pentair Ltd. common shares are traded on the New York Stock Exchange under the symbol "PNR," which was Pentair, Inc.'s trading symbol prior to the merger.  Also effective today at the close of trading, Pentair will be included in the S&P 500 Index.

(Logo: http://photos.prnewswire.com/prnh/20120307/CG65728LOGO)

"We now have an even stronger company, with the scale to capitalize on our growth opportunities, unlock substantial synergies and generate strong shareholder returns," said Randall J. Hogan, Chairman and Chief Executive Officer of Pentair Ltd.  "We have significantly increased our global presence, and together have a broader offering and expanded capabilities for our customers.  Looking forward, we believe Pentair is uniquely positioned to benefit from the increased demands on energy, water, infrastructure and agriculture resulting from the growing population and wealth of the world."

The company now has 30,000 employees located in more than 30 countries, operates more than 100 manufacturing facilities and markets its products and services around the globe.

"We are excited to welcome Flow Control employees to Pentair," said Hogan.  "We believe our shared vision and commitment to operational excellence through Pentair's Integrated Management System will lead to better growth and success."

Transaction Details
The merger  was structured as a tax-free "Reverse Morris Trust" transaction. Prior to the merger, Tyco spun-off Pentair Ltd. to its shareholders through a pro-rata distribution. At the time of the distribution, each Tyco shareholder received 0.239943 Pentair Ltd. shares for each Tyco share. Pentair, Inc. shareholders received one Pentair Ltd. common share for each Pentair, Inc. common share in the merger. As a result of the distribution and merger, Tyco shareholders own approximately 52.5% and former Pentair, Inc. shareholders own approximately 47.5% of Pentair Ltd. on a diluted basis, with approximately 210 million shares outstanding. 

Governance and Management
The members of the Pentair, Inc. Board of Directors immediately prior to the merger, together with one new director designated by Tyco, are the members of the Pentair, Ltd. Board of Directors.  In addition to Mr. Hogan, the Chairman and Chief Executive Officer of Pentair Ltd., the Pentair, Inc. executive team remains in place as the senior executive team of the combined company.

Pentair Ltd. is incorporated in Switzerland with its main U.S. offices remaining in Minneapolis, Minnesota.

The merger was approved by Pentair, Inc. shareholders on September 14, 2012.

ABOUT PENTAIR LTD.
Pentair Ltd. (www.pentair.com) delivers industry-leading products, services and solutions for its customers' diverse needs in water and other fluids, thermal management and equipment protection.   With pro forma 2011 revenues of more than $7 billion, Pentair employs more than 30,000 people worldwide.

FORWARD-LOOKING STATEMENTS
This press release contains statements that Pentair believes to be "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements regarding the anticipated benefits of the merger or Pentair's anticipated financial results, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "intends", "will", "likely", "may", "anticipates", "estimates", "projects", "should", "would", "expect", "positioned", "strategy", "future" or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond Pentair's control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the ability to successfully integrate Pentair and the flow control business and achieve expected benefits from the merger; overall global economic and business conditions; competition and pricing pressures in the markets Pentair serves; the strength of housing and related markets; volatility in currency exchange rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; increased risks associated with operating foreign businesses; the ability to deliver backlog and win future project work; failure of market to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve Pentair's long-term strategic operating goals. Additional information concerning these and other factors is contained in Pentair's filings with the U.S. Securities and Exchange Commission ("SEC"), including in the proxy statement/prospectus that Pentair filed with the SEC on August 3, 2012 in connection with the merger. All forward-looking statements speak only as of the date of this press release. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this press release.

PENTAIR CONTACTS:
Jim Lucas
Vice President, Investor Relations
Tel.: (763) 656-5575
E-mail: jim.lucas@pentair.com

Betsy Day
Manager, Corporate Communications
Tel.: 763-267-2437 or 763-656-5537
Email:  betsy.day@pentair.com

SOURCE Pentair Ltd.

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